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- On regulatory approval, the intended listing would provide investors with exposure to a diversified business, largely split between human resources and real estate services– with a rich heritage of operations in the Gulf and excellent client retention.
- The offering of 30% of the issued share capital of the Company to be sold by the selling shareholders (“Selling Shareholders”) through a private placement.
- The Offer Price will be determined through the commencing book building process.
- Admission of Shares to trading on Boursa Kuwait (“Admission”) is expected to take place in June 2024.
- *Beyout Investment Group Holding Company K.S.C. (Holding) also referred to as (“Beyout Investment Group” or “BIG” or the “Company”)
Kuwait City, Kuwait: Beyout Investment Group, the regional pioneer in providing comprehensive human resources and project lifecycle support complemented by real estate services, today announces its intention to proceed with a private secondary offering (the “Offering”) and to list its ordinary shares (the “Shares”) for trading on Boursa Kuwait’s ‘Premier Market’ segment. The listing is a step towards diversifying the shareholder base, enhancing corporate governance, and broadening the Company’s network and visibility among key stakeholders in preparation for listing on Boursa Kuwait. National Investments Company K.S.C.P. and EFG-Hermes UAE Limited acting in conjunction with EFG-Hermes UAE LLC have been appointed as joint coordinators (the “Joint Global Coordinators” and joint bookrunners (“Joint Bookrunners”).
The Offering provides investors with exposure to a diversified business model that offers comprehensive human resources and project lifecycle support in addition to managing strategic and synergistic real estate projects including Build-Operate-Transfer (BOT) and public-private partnership (PPP). The Company boasts a strong heritage, operating since 1991, with a strong track record of performance and excellent client retention. Overall, the Company’s diversified business model provides a strong foundation for stable and consistent growth, making it an attractive option for investors seeking a well-rounded investment opportunity.
Commenting on the ITF, Mr. Atallah Awwad Almutairi, Chairman of Beyout Investment Group, said:
“This is a momentous occasion for BIG and marks the culmination of our efforts to establish the Company as a leading Kuwaiti business. Although BIG was only established in 2006, we are particularly proud of this landmark transaction given the rich heritage of the business operating in the Gulf, via its subsidiaries, since 1991. Based on the quality and reliability of the services of our subsidiaries, BIG has become a trusted partner and brand for many of the world’s leading companies and government agencies operating here in Kuwait – as well as our other core markets. With the Private Placement, we want to provide investors with access to our journey and success story. We look forward to this next chapter of the Company’s journey and growth.”
Beyout Investment Group, Chief Executive Officer, Mr. Abdulrahman Al Khannah, added:
“We are extremely proud of what BIG has evolved into as a company, with our subsidiaries KRH and REH having assured our market position in Kuwait and the region as the largest logistical support provider for the U.S. Government and many of the world’s leading companies. We are recognised as a critical partner for our clients who continue to put trust in our business and rely on our services. Through this offering, BIG will look to consolidate its position in this segment and expand its service offering across the GCC, building on the success of its Kuwaiti business and serving the U.S. Government and its prime contractors in other locations in the region.”
Offering timeline
The timeline for the Offering, subject to market conditions and obtaining relevant regulatory approval in Kuwait, including the approval of Admission, is as follows:
| 14.05.2024 |
| 14.05.2024 to 19.05.2024 |
| 19.05.2024 |
| 19.05.2024 to 23.05.2024 |
| 26.05.2024 |
| 26.05.2024 |
| 02.06.2024 |
| 04.06.2024 |
| To be determined |
Details of the Offering
Beyout Investment Group is preparing a Secondary Offering of 30% of the Company’s issued share capital. The Selling Shareholder retains the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws of Kuwait and the Kuwait Capital Markets Authority’s (CMA) approval.
The Offering will be limited to Sophisticated Investors and other Qualified Investors in several countries, including Kuwait, outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933 (as amended) and pursuant to the Exempt Offers (“Eligible Investors”).
The Offering Period for subscription to the Shares which will be open for all Eligible Investors commencing on 19 May 2024 and expiring by 1:00 pm on 02 June 2024. All Subscription Applications, along with all Required Documents listed in the section entitled “Subscription Process” of the Offering Memorandum and the full Subscription Amount should be received no later than 1:00 pm on 02 June 2024.
The details of the Offering will be included in an Arabic-language prospectus (the “Kuwait Prospectus”), and in an English-language international offering memorandum (together the “Offering Memorandum”). The Offering Memorandum is published today and will be made available by the Joint Bookrunners to Eligible Investors.
The Offering shall be limited to Eligible Investors which include all professional individuals and entities, including companies, institutions, banks, and funds, as defined in Book 1 of the CMA Executive bylaws as Sophisticated Investors or Qualified Investors (defined in the appendix of this press release), who accept the terms of subscription in the Subscription Application as well as the Offering Memorandum, except those prohibited from owning the Shares.
Post completion of the Offering, the Shares will be registered in the Shareholders’ register of the Company maintained by Kuwait Clearing Company (“KCC”) as soon as practicable in the name of Investors whose subscriptions are allocated and paid in full.
Investment highlights
- Unique investment opportunity: The transaction provides exposure to a diversified business model that offers comprehensive human resources and project lifecycle support in addition to managing strategic and synergistic real estate projects including BOT and PPP.
- Ultimate one-stop-shop meeting all HR needs: BIG offers an ultimate one-stop-shop solution for all HR needs, presenting a comprehensive human resources platform that caters to diverse requirements within a unified framework. This includes recruitment facilitated by a well-defined framework and 3 strategically located manpower hubs.
- Kuwait national leader with regional outreach and scale: BIG dominates the Kuwaiti market, commanding an impressive 72% share of U.S. military contracts in Kuwait while also catering to a wide array of industries including Civil Construction, Telecom, Oil & Gas, Healthcare, and Automobile. With over 30 years of experience, BIG boasts a flawless track record with a 100% client retention rate and strong relationships with governmental authorities.
- Diverse industry experience: BIG has built a reputation of providing top-quality manpower logistics services across a wide range of industries and is a leading provider in various sectors such as Oil & Gas, Defense, Telecommunications, Civil Construction, Healthcare, IT, Banking, and Automotive.
- Track record of delivering the highest service standard: KRH has a solid track record as a reliable logistics and manpower provider for the defense sector serving prime contractors to U.S. Army bases in Kuwait and the broader GCC region. Since its establishment in 1998, KRH has specialized in offering market services to the defense industry, with a particular focus on providing integrated human resources, logistical support, and life support services.
- Entrenched relationships with institutional clients: In addition to working with U.S. Army prime contractors, BIG has extensive experience working with key governmental clients, including the Kuwait Oil Company (KOC), Kuwait National Petroleum Company (KNPC), Petrochemical Industries Company (PIC), and Ministry of Health (MOH).
- Strategic manpower hubs: The Company has a well-established network of manpower supply hubs in Asia, Europe, and Africa which is key to providing effective, tailor-made solutions to its partners from various regions and countries. Well-connected manpower hubs provide a competitive advantage, in that the Company can quickly and efficiently provide the right personnel for any given project, with the added assurance that the personnel are well taken care of. The Company is committed to strict compliance with ESG framework requirements and human rights standards.
- Synergistic real estate arm: The transaction provides exposure to a diversified business model that offers comprehensive human resources and project lifecycle support in addition to managing strategic and synergistic real estate projects including but not limited to BOT and PPP.
- Expert and capable leadership: The Company is guided by a highly skilled and proficient team with a collective tenure of over 100 years. The team possesses a wealth of knowledge and experience in their respective fields and is dedicated to driving the Company towards success. Their proactive approach to problem-solving and strategic decision-making ensures that the Company is always moving forward and staying ahead of the competition.
- Steady revenue stream and robust financial health: BIG has a strong topline growth supported by a diversified income stream with high visibility of cash flows. The Company achieved a revenue growth of 12.6% and a healthy normalized EBITDA margin of around 30.4%, on average, in the last 3 years. Moreover, the Company has a low level of financial leverage, as indicated by its debt-to-equity ratio of 0.73 as of December 2023.
- Strategic growth plan aimed at expanding the core business while improving profitability and developing synergistic revenue streams - the Company is well-positioned for substantial growth due to several strategic initiatives, outlined in the appendix, below.
Summary of risks
There are some risks associated with investing in the listed Shares, which include commercial, operational, and legal factors, such as:
Risks related to the Company: Impact of technology on reducing demand for human capital; Default or insolvency of clients; Dependance on recruitment for specific countries; Sustainability of partnerships with recruitment agencies; Challenges related to housing and accommodation for manpower; Disruptions in transportation affecting operations; Collection of receivables; Risks from financing activities; Political and economic risks, especially in developing markets; Revenue dependence on specific contractors/clients; Temporary lack of manpower supply; Difficulty in recruiting and retaining qualified personnel; Earnings generation in foreign currencies; Operational risks affecting business and reputation; Reliance on information technology infrastructure.
Legal Risks: Regulatory threats and changes in tax laws; Legal, regulatory, and corporate governance risks; Bankruptcy risks under Kuwaiti law; Force Majeure events.
Risks related to the Shares: Timing of listing on Boursa Kuwait; Control by existing shareholders; Shares' illiquidity; Future dividend uncertainty; Potential future issuance of shares; Return on capital upon company liquidation; Possibility of corporate income tax and value-added taxes; Potential Monetary Union in GCC countries.
For further details on the risk factors, including those cited above, please refer to the Offering Memorandum.
-Ends-
About Beyout Investment Group
Beyout Investment Group is a prominent investment holding company, specializing in nurturing a diversified portfolio of high-potential businesses. BIG was incorporated in 2006 to manage portfolios of an existing group of significantly growing companies and to diversify further into complementary service industries across the GCC region. The primary sources of revenue are driven through its leading subsidiaries, Kuwait Resources House (“KRH”) and Real Estate House (“REH”), which excel in their respective markets and drive sustainable business growth. Guided by integrity, excellence, and reliability, Beyout Investment Group continues to deliver lasting value for our clients, partners, and the broader economies in which we operate.
www.bigholding.com
About Beyout Investment Group Subsidiaries
BIG is in the process of transitioning from a successful family-owned company to becoming a leading regional institution. The Company will comprise KRH and REH and will also include smaller subsidiaries providing ancillary services – Bon Voyage and Borooj.
- About KRH – Established in 1998, KRH is the human resources arm of Beyout Investment Group, delivering integrated human resources solutions and life support services to clients in Kuwait. Serving a range of industries, including defense contractors, civil construction, telecom, oil & gas, healthcare, and more. KRH has a core team of 500 employees who manage over 8,000 individuals working as secondment staff for various projects. Recognised as a well-founded and sustainable partner, KRH adapts to evolving industry needs and crafts innovative strategies to meet new challenges. With its head office in Kuwait and branches in KSA, Qatar, UAE, Bahrain, Jordan, and Iraq. KRH is registered with the Chamber of Commerce and Industry, as well as the Ministry of Commerce and Industry.
- About REH – Established in 2002, REH specializes in high-quality, efficient real estate services, focusing on managing residential and commercial properties and BOT projects. REH also provides tailored plans like the "24/7 Program" for 24/7 support in facility management, maintenance, and customer service. With innovative development concepts and refined solutions, REH has played a crucial role in Kuwait's economic development, consistently delivering value and excellence in the local real estate market.
| INVESTOR / ANALYST ENQUIRIES | |
| General | E: IR@bigholding.com |
| MEDIA ENQUIRIES | |
| General | E: media@bigholding.com |
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
| National Investments Company K.S.C.P. EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) LEGAL ADVISOR TO THE COMPANY Meysan Partners INVESTMENT ADVISOR AND LISTING ADVISOR National Investments Company K.S.C.P. | |
| CLEARING AGENT Kuwait Clearing Company K.S.C | |
| FINANCIAL COMMUNICATIONS ADVISOR
| E: gregor.riemann@kekstcnc.com
|
Appendix
Definitions:
A “Sophisticated Investor” is a) a government, a public authority, a central bank, or an international institute or persons licensed by the CMA and other financial institutions that are subject to the supervision of a regulatory authority located in or outside of Kuwait, or a legal entity with a paid-up capital of at least KWD 1,000,000.
A “Qualified Investor” is: a) an investor that has concluded securities transactions with an average value of no less than KWD 250,000 (or its equivalent) each quarter for the past two years, or b) an investor which has an amount of no less than KWD 100,000 (or its equivalent) in assets (including cash) currently being managed by any one or more persons who have been duly licensed by the CMA, or c) an investor that works, or who has previously worked, in the financial services industry for at least one year in a professional position that requires knowledge in transactions or services of the nature described herein.
Investment highlights** – continued:
Strategic growth plan aimed at expanding the core business while improving profitability and developing synergistic revenue streams: The Company is well-positioned for substantial growth due to several strategic initiatives:
- Regional market expansion: The Company is set to capitalize on its long-standing relationship with the U.S. Government and its presence in neighboring countries. Growth into the region through U.S. Government projects provides the Company with a platform to build a reputation and capture growth through non-U.S. Government projects as well.
- Capitalizing on ServCore JV with V2X to expand pipeline in Kuwait and beyond: ServCore is best positioned to support U.S. prime contractor V2X which was awarded a sizeable logistics contract in the CENTCOM Area of Operations (Middle East). As majority owner of this JV, the Company is well positioned to capitalize on the expanding U.S. Government project pipeline which will act as a vehicle for growth in Kuwait and across the GCC region.
- Diversification of services: Beyond its core offerings, the Company aims to provide additional services, including value-added services, to its existing clients. This not only strengthens client relationships but also enhances revenue streams by meeting evolving client needs.
- Client base expansion: The Company is focused on progressively growing its client base over time by targeting lucrative industries. This will not only expand market reach but also mitigate dependency on a specific set of clients, creating a more resilient and diverse revenue structure.
- Al Mutla’a Project: The recently secured flagship BOT project Al Mutla’a is expected to transform the Company’s real estate portfolio once operational and expected to provide significant uplift to the Company’s cash flow generation capability and profitability.
- Shari’ah Compliance: The Company operates in accordance with the provisions of Shari’ah. All the key transactions of the Company are fully supervised by Shari’ah Committee and reviewed by independent Shari’ah auditor.
DISCLAIMER
The information contained in this announcement as at the date hereof is subject to change. Neither the delivery of this announcement nor any oral, written or printed interaction in relation to the Shares is intended to be or should be construed as or relied upon in any way as, a promise or representation as to future earnings, results or events. Neither the delivery of this announcement nor the Offering, sale or delivery of any Shares shall in any circumstances imply that the information contained herein concerning the Company is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Shares is correct as of any time subsequent to the date indicated in the document containing the same.
This announcement is provided solely for information purposes only for the use of Prospective Investors invited by the Joint Global Coordinators to consider an investment in the Shares.
Prior to investing in any Shares, Prospective Investors should carefully consider, together with all other information contained in the Offering Memorandum relating to the Offering, the risk factors relating to investing in the Shares highlighted in the Offering Memorandum and seek professional advice before investing (for further details on any information relating to the Offering, please refer to the Offering Memorandum found in the above-mentioned websites) should rely on their own due diligence examination of the Company and the terms of the Offering. This announcement does not contain all the information that Prospective Investors should consider before deciding to invest in the Shares and does not purport to be full or complete.
This announcement is not to be regarded as a recommendation on the part of the Company, the Joint Bookrunners or any of their advisers or affiliates to participate in the Offering of the Shares.
The distribution of this announcement and the Offering or sale of the Shares in certain jurisdictions is restricted by law. Persons into whose possession this announcement may come are required by the Joint Bookrunners and the Company to inform themselves about and to observe such restrictions.
Notwithstanding the foregoing, this announcement does not constitute and shall not be construed as being an offer or solicitation, nor shall it be used for those purposes by any person in any jurisdiction in which such an offer or solicitation is not authorized, the person making such an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful or unauthorized to make such an offer or solicitation.
The Joint Bookrunners, their respective subsidiaries, affiliates, officers, directors, shareholders, partners, agents, employees, accountants, attorneys and advisers make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this announcement. The Joint Bookrunners, their subsidiaries, affiliates, officers, directors, Shareholders, partners, agents, employees, accountants, attorneys and advisers expressly disclaim any and all liability for, or based on, or relating to any information, including, without limitation, any information contained in, or errors in or omissions from the announcement , or based on or relating to the use of this announcement by Prospective Investors. This announcement does not constitute an offer to purchase or subscribe to the Shares, nor shall it, or any part of it, be relied upon in any way in connection with any contract for the acquisition of Shares nor shall it be taken as a form of commitment by the Selling Shareholders to proceed with the Offering.
This announcement is provided for information only and is not intended to be, and must not be taken as, the basis for an investment decision. Prospective Investors are not to construe the contents of this announcement as constituting tax, investment or legal advice. Prior to subscribing to the Shares, each Prospective Investor should consult with his, her or its own legal, business and tax advisors to determine the appropriateness and consequences of an investment in the Company for such potential Investor and arrive at an independent evaluation of such investment.
This announcement contains material information relating to the Company and its subsidiaries and is based on the reasonable beliefs of the management of the Company and expectations based upon certain assumptions regarding trends in Kuwait, Middle East and global economies and other factors.
This announcement may include forward-looking statements concerning the Company’s plans, objectives, goals, strategies, future operations and financial performance and the assumptions underlying these forward-looking statements. When used in this document, the words “anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”, “seeks”, “may”, “will”, “should”, “target”, “forecasts”, and any of its derived expressions or any similar expressions generally identify forward-looking statements. The Company has based these forward-looking statements on the current view of the Company’s management with respect to future events and financial performance. Although the Company believes that the expectations, estimates and projections reflected in the Company’s forward-looking statements are reasonable as of the date of this announcement, if one or more of the risks or uncertainties materialize, including those which the Company has identified in this announcement and those which the Company could not reasonably identify, or if any of the Company’s underlying assumptions prove to be incomplete or inaccurate, the Company’s actual results of operation may vary from those expected, estimated or predicted without any liability on the Company. These forward-looking statements speak only as at the date of this announcement. Without prejudice to any requirements under applicable laws and regulations, the Company expressly disclaims any binding obligation or undertaking to achieve or fulfil any of the objectives or results contained in any of the expectations, estimations, forecasts, or predictions and to disseminate after the date of this announcement any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations, estimations, forecasts, or predictions thereof or any change in events, conditions or circumstances on which any such forward-looking statement is based.
All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:
- General economic and business conditions in Kuwait, Middle East and other countries. ·
- The Company’s ability to successfully implement its strategy, its growth and expansion, technological changes, its exposure to market risks that have an impact on its business activities or investments.
- The changes in monetary and fiscal policies of Kuwait, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in Kuwait and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.
- Changes in the value of the KWD and other currencies. · The occurrence of natural disasters or calamities.
- Changes in political and social conditions in Kuwait.
- The loss or shutdown of operations of the Company at any time due to strike or labour unrest.
- The loss of key employees and staff of the Company.
- The Company’s ability to respond to technological changes.
For further discussion of factors that could cause the Company’s actual results to differ, Prospective Investors should review the section titled “Risk Factors and Considerations” of the Offering Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.
Neither the Company, the Joint Global Coordinators, nor any of their respective subsidiaries and/or affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with requirements of the Kuwait Capital Markets Authority, the Company and the Joint Bookrunners will ensure that Prospective Investors are informed of material developments until such time as the grant of listing and trading permission by the Boursa Kuwait, as per the Kuwait Capital Markets Authority requirements.
The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law. Prospective Investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of shares, and any foreign exchange restrictions that may be relevant thereto.
Certain figures and percentages included in this announcement have been subject to rounding adjustments. For the purposes of calculating certain figures and percentages, the underlying numbers used have been extracted from the relevant financial statements rather than the rounded numbers contained in this announcement. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
This announcement is being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above, together, being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. In the United Kingdom, this announcement is only addressed to and is only directed at “qualified investors” within the meaning of the Prospectus Regulation (as defined below) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this announcement or any of its contents.
In any member state of the European Economic Area, this announcement is only addressed to and is only directed at “qualified investors” in such member state within the meaning of Article 2(e) of Regulation EU 2017/1129 (the “Prospectus Regulation”), and no person that is not a qualified investor may act or rely on this announcement or any of its contents.
In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): this announcement is strictly private and confidential and is being distributed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that this announcement has not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. This announcement does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise. This announcement may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient.
In the Dubai International Financial Centre (“DIFC”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the DFSA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The Offering has not been offered and will not be offered to any persons in the DIFC except on that basis that an offer is:
- an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
- made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).
This announcement must not, therefore, be delivered to, or relied on by, any other type of person. The Offering to which this announcement relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offering. The DFSA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which this Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. This announcement is only addressed to and is only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. This announcement is not directed at Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market (“ADGM”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”). The FSRA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the FSRA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The Shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook. The FSRA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which the Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations issued by the Saudi Arbian Capital Markets Authority and should not result in any binding undertakings to acquire Shares or subscribe in the Offering. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ADVISOR LICENSED BY LAW AND WHICH SPECIALIZES IN ADVISING ON THE SUBSCRIPTION PRIOR TO MAKING A DECISION TO SUBSCRIBE.
THE KUWAIT CAPITAL MARKETS AUTHORITY OR ANY REGULATORY ORGANIZATION IN THE STATE OF KUWAIT OR OTHER JURISDICTIONS SHALL NOT BEAR ANY LIABILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT OR ITS ACCURACY, AND NOT FOR ANY LOSS ARISING FROM RELIANCE ON ANY PART OF THIS ANNOUNCEMENT.